Important Contracts Sample Clauses

Important Contracts. The Target Company is not a party of any of the following agreement or arrangement: (1) Any proposed transaction which may cause any other party to be exempted from any obligation or to be entitled to exercise any right (including any right to terminate the agreement, any preemptive right or other options), or may disqualify the Target Company for any interest, right or permission it currently enjoys, or may cause or increase any new liability or obligation to the Target Company; (2) Any agreement or arrangement that is not concluded in the process of routine businesses or on the basis of fair trade; (3) Any agreement or arrangement claiming or granting any right to issue any stock, bond or other securities of the Target Company any time at present or in the future; (4) Any agreement or arrangement to establish any joint venture, syndicate or partnership, or to share profits (and losses); (5) Any agreement or arrangement concerning the sales or disposal of enterprise or businesses (due to the agreement or arrangement, the Target Company is subject to any debts, contingent or otherwise, for which there is no sufficient reserve in its account).

Important Contracts. (a) SCHEDULE 7.16 contains a true and complete list of all material contracts, agreements and commitments (hereinafter together referred to as the "Contracts") to which the COMPANY or the SUBSIDIARY, as the case may be, is a party and which are not disclosed to PURCHASER under another section of this AGREEMENT. For the purpose of this Agreement a Contract is defined to be each contract, agreement or commitment pertaining to or concluded with: (i) any employment, consulting or other service agreement with a total gross remuneration exceeding DM 120,000 per annum (as of the SIGNING DATE), or providing for the payment of bonuses, profit sharings, turnover participations, or any similar agreement with advisers or present or previous shareholders or managing directors;

Important Contracts. (a) Schedule 3.19 sets forth all Important Contracts and IT Contracts. (b) Each Important Contract to which DIFX or any of its Subsidiaries is a Party is in full force and effect and to the knowledge of DIFX no Party is in material breach of any such contract. Table of Contents (c) As of the date hereof, to the knowledge of DIFX, no allegation of any material breach or invalidity has been received by DIFX or any of its Subsidiaries and no notice of termination of any Important Contract or IT Contract has been served by or received by DIFX or any of its Subsidiaries. (d) Neither DIFX nor any of its Subsidiaries is a party to an Important Contract or IT Contract which is not of an arm’s length nature (other than non-arm’s length contracts on commercially reasonable terms) and neither DIFX nor any of its Subsidiaries has transferred, since September 30, 2007, any material assets except upon commercially reasonable terms. (e) To the knowledge of DIFX, no material supplier, customer or client of DIFX or any of its Subsidiaries has, as the date hereof, given DIFX or any of its Subsidiaries any notice of its intention to cease its relationship with DIFX or any of its Subsidiaries after the Closing as a result of the execution and delivery of this DIFX Agreement and the proposed acquisition of DIFX Shares by Nasdaq.